0001144204-06-040202 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • September 28th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware

EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 22, 2006 between Net Perceptions, Inc., a Delaware corporation, (the “Company") and Albert Weggeman (the "Employee").

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NET PERCEPTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT NICHOLAS SOKOLOW
Restricted Stock Award Agreement • September 28th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware

RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") made as of this 22nd day of September, 2006, by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901(the "Company"), and Nicholas Sokolow, an individual residing c/o Sokolow, Correras & Associates, 55 Avenue Kleber, Paris, France (the "Recipient").

AMENDMENT NO. 3 TO RIGHTS AGREEMENT
Rights Agreement • September 28th, 2006 • Net Perceptions Inc • Services-prepackaged software • Delaware

This AMENDMENT NO. 3 to RIGHTS AGREEMENT (this “Amendment”) is being entered into as of September 22, 2006, between Net Perceptions, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”).

EQUITY COMPENSATION AGREEMENT
Equity Compensation Agreement • September 28th, 2006 • Net Perceptions Inc • Services-prepackaged software • New York

This Equity Compensation Agreement (this “Agreement”) is entered into as of September 22, 2006 by and between NET PERCEPTIONS, INC., a Delaware corporation (the “Company”); and (ii) KANDERS & COMPANY, INC. (“Kanders”).

KANDERS & COMPANY, INC. One Landmark Square, 22nd Floor Stamford, Connecticut 06901 September 22, 2006
Net Perceptions Inc • September 28th, 2006 • Services-prepackaged software • New York

We are pleased to set forth in this agreement (the “Agreement”) the terms of the retention of Kanders & Company, Inc. (the “Consultant”) by Net Perceptions, Inc. and its affiliates and subsidiaries (collectively, the “Company”).

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